


Spider-Woman

by unstoppablevan



Category: Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Angst, Fluff, Hydra (Marvel), Implied/Referenced Child Abuse, Irondad, Marvel Universe, Post-Civil War (Marvel), Whump, marvel AU
Language: English
Status: In-Progress
Published: 2020-01-04
Updated: 2020-11-29
Packaged: 2021-02-27 15:27:47
Rating: Not Rated
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 10,965
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22119403
Author URL: https://archiveofourown.org/users/unstoppablevan/pseuds/unstoppablevan
Summary: In yet another hydra-marvel story Peter gets whumped but wait- there's a twist. Gwendolyn Stacey is the one raised by Hydra and the one found by the marvel gang (Tony, etc). It all starts when Peter is captured by Hydra, but escapes immediately, inducing only mild trauma (disappointing, I know). Left scrambling to figure out what to do with what little they did figure out about Spider-Man they turn to Professor Miles Warren, the geneticist who creates Gwen. When Tony finds her he must decide what to do.The additional characters of Pro. Warren and Gwen will be much different in personality and background then their comic book backgrounds. Luckily all's fair in writing and fanfiction.Be prepared for fluff and angst.No updates for Dec as I´m busy with fam. Sorry y'all.
Kudos: 2





	1. Set Up

**Author's Note:**

> This chapter serves mostly as set up, so be prepared for that. I would welcome any notes anyone has. I've been staring at it so long I no longer see words. Also, I'm hoping to post weekly. I haven't done such a long fanfic before so I may be able to post more, but I would like to start by pacing myself.

Chapter One: Set Up  
Day One  
Peter didn’t know how much time had passed. He only knew he had woken up with a splitting headache and his senses going haywire despite the darkness of the drab room he was being kept in. It was hard to breath with the leather restraints going over his body holding him down tightly and the cold metal medical table under him and the sudden crushing knowledge that he was in the hydra base he had been captured in and his spidey sense kept screaming danger and that metallic, coppery smell and taste- was it- was it blood?- not blood- he had been bleeding- he had tried to move and they had-  
_Focus_. Right, he needed to focus. Not focus on the dried blood or the smell but on escape. They didn’t know he was awake yet. Or, at least, he was pretty sure they didn’t. No one had come in anyways and they had done that the last time he had woken up. He needed to use that to his advantage.  
Peter gingerly felt around the leather restraints. They were strong, but he was smart. He carefully felt to where the leather straps connected and began trying to unbuckle them. He had to twist his fingers painfully, but after a few minutes he managed to undo the first one.  
“Wow, they must have really thought their tranqs would keep me down.” Peter laughed softly, then winced when his aching muscles protested. “Right, not doing that. Focus. I can do that. I can focus.”  
As Peter started on the second strap (which was easier now that he could bend his elbows) a soft voice interrupted him.  
“Peter?”  
Peter startled, looking around him. “Karen? Is that you?”  
He couldn’t keep the rising hope out of his voice.  
“Peter, Mr. Stark wants you to know he’s on his way.” As Karen kept speaking Peter managed to identify the source of her voice as coming from his mask which was sitting on a desk a couple of feet away from him against the wall. “He says to sit tight until he gets there, unless hydra men try to harm you, in which case he says to, “Kick-”  
“Karen, tell him I’m in the north side of the building, in room 300 something. I didn’t get a very good look before I passed out.”  
“Will do.”  
Peter leaned back and let out a long exhale. As long as Mr. Stark was coming everything would be okay. Though, even though Peter knew instinctively that as long as Mr. Stark was coming everything would be okay and he trusted him fully, that didn’t change the too tight feeling of the restraints and the too thick feeling of the air. Peter continued undoing his restraints as quickly as he could, jumping up the moment he finished.  
“Owww,” Peter groaned, bending over as he hit the ground. “Move slower, right.”  
Peter slowly inched towards his mask. It was comforting to feel the fabric against his face once more and to have his identity rehidden. Peter began to try to inch towards the door, then remember Mr. Stark’s instructions. “Stay where I am.”  
Peter sighed. He couldn’t bring himself to sit so instead he began to look around, pulling files off the tables around him. “Top-secret, that looks important. Locations for transfer? That could be important. Research? Could also be-”  
Peter bit his tongue as his sight blurred. He inhaled slowly, but it did little good. The dots around his eyes continued to increase in size. He dropped to his knees and tried to slow his breathing again, but it did little good.  
“Peter, Mr. Stark is almost there. You’re showing signs of an anxiety attack induced by your surroundings, I’ll let him know so he can help you properly when he gets there.”  
“No- No you don’t need to tell him. I’m good, I’m good.” Peter fell backwards so he was sitting.  
“I apologize Peter, I already told him. My program requires me to do as such.”  
“Can you at least tell him that I have some files, and I think they’re important? I don’t want them to get left behind. I’m having trouble staying awake.”  
“Mr. Stark wishes for you to know he’s ordering you to stay awake.”  
“Sorry Karen.” Peter rested his too warm forehead against the floor. “I don’t think the tranq is all the way out of my system yet.”  
Peter’s eyes were closed before he ever finished talking.  
~~~~~  
_Beep_.  
_Beep_.  
_Beep_.  
“School time already?” Peter mumbled, reaching up to rub his eyes. When he did, however, he noticed someone was holding both of his hands. He gradually opened his eyes, blinking often to get his eyes to adjust to the light.  
“Shh.”  
Peter glanced to his right. “Mr. Stark?”  
Tony smiled, leaning forwards. “Hey Underoos. Try not to talk to loud, alright? Your aunt is sleeping. Your throat also needs time to warm up.”  
Peter glanced to his left. May was slumped over, hair in a messy bun, and glasses lopsided.  
“Happy’s been trying to get her to sleep for a while now. He’ll kill me if he finds out I woke her up. After the beating your aunt gave me I can’t take anymore.” Tony fake shuddered. “How are you feeling kid?”  
“Good,” Peter promised.  
Tony rolled his eyes. “Your aunts asleep, Pete. How are you actually doing?”  
“I do feel good,” Peter insisted. “I’m a little sore, but I’m fine.”  
“If you say so kid.” Tony reached up and ruffled his hair. Peter thought about trying to push it away, but found himself leaning into it before he could even try. Tony cleared his throat and leaned back in his chair. “I’m glad you’re back kid. Things-... Things weren’t the same around here.”  
“I missed you to Mr. Stark.” Peter smiled and pushed himself up. “How long was I gone anyways?”  
Tony ran a hand over his face and sighed. “Three days. We did our best to find you as quickly as possible, but we had to figure out where you were and then we had to plan a rescue mission and… I’m sorry, Peter.”  
Peter was shaking his head before Tony could finish. “It’s okay. I know you did your best.”  
“Tell that to your aunt.” Tony half-smiled before looking down.  
Peter shifted uncomfortably, searching for a conversation change. “Did you get the files I found?”  
“Yep. We haven’t looked through them yet, we were too focused on making sure you had the best care.”  
“Yeah. There was something else I wanted to tell you I just can’t…” Peter’s brow furrowed. “Wait- when I was awake for a while they were talking about why they had me, they said something about working on creating a weapon and that they needed me for it.”  
Peter looked up at Tony. “Do you know why?”  
Tony hesitated. “I’m not sure kiddo. I do know that now is not the time to worry about it- okay? Just focus on recovering.”  
Peter nodded reluctantly and leaned back. “Fine. Hey, how long was I out anyways?”  
“Sevenish days.”  
“Seven days?!” Peter exploded, sitting up, then immediately regretting it. “It’s a good thing school hasn’t started yet.”  
Peter sighed and rested against once again- then shot back up. “Ned- Ow- Ned doesn’t know what’s going on.”  
“Lay back down kid, sheesh. Your aunt took care of it.” Tony rearranged the pillows behind him before gently pushing against his shoulders. “The world isn’t going to fall apart if you take a few days off. Rest.”  
“But I’ve already been sleeping for seven days,” Peter protested while allowing Tony to lay him down.  
“And your body had a lot of recovering to do,” Tony gently reminded him, smoothing his hair. “And your mind. What happened will take to process.”  
“You’ll look at the files?”  
“You got it Underoos. Now, sleep.”  
“When did you get so wise?” Peter mumbled as his eyes slid shut.  
“I get it all from you, kid.”  
\----------  
Day Fifteen  


Day Fifteen

Professor Miles Warren set aside his notebook and pen onto the small, rickety wooden table next to him and studied the tube in front of him. The young, slender girl floating in the green before him was fully formed and  _ almost _ ready to be awaken for the third time and  _ finally _ see him- but not yet. She would have been ready to awake, if not for Hydra. Hydra had given him more demands and now it was going to prolong what he had been looking forward to for over a decade. If he’d had his way his precious recreation would have stayed just that- a recreation. Still, Hydra wanted something as good as the Spider creature and they wanted it fully formed yesterday. They knew of his skills and what he did and now his darling Gwendolyn Stacey was being corrupted. 

“Not corrupted,” he reminded himself in a whisper. “Just… better equipped to protect herself.”

Miles traced his fingers over the cold surface of the glass tube, studying her face. She was as young as she had been in real life when he knew her, just sitting at seventeen. Incredibly bright and smart and attractive. The same familiar fears that this new her, the version he had made, wouldn’t be as good as the Gwendolyn he had known rose within him, but he pushed them down by turning to pace the large, mostly empty room and consider the future. Hydra wanted to use her, and already had, but Gwendolyn had always wanted to be a hero anyways, and they promised him that she would belong to him at the end of the day. As he walked past the empty tubes he reminded himself that everything would be fine. 

Miles stopped again at her tube and examined her face once more. She was so like the Gwendolyn he had once known and yet there was something achingly different about her. 

“It’s just because she’s in a sleep state for now,” he mumbled. “Once she’s awake and I see her she’ll be the same Gwendolyn she always was in class.”

Miles smiled as he thought of teaching the college class Gwendolyn had been in. She had been young to be in college, but as bright as she had been there was never any doubt she would skip ahead. She always raised her hand to answer his questions with an excited smile on her face. She never got one wrong. Miles had only once or twice talked to her outside of class but he had always planned to ask her out to coffee. Then she had died. 

Miles fists clenched as he thought about how he had found her, lying on the ground, splayed, her blonde hair spread about her like a halo. She was beautiful, with the exception of her snapped neck. He’d found out as he knelt in a puddle beside her late at night as people rushed to help that she had died in an accident with heros. They had been fighting whatever evil it was that time and she had been snatched up and dropped. 

Miles fists relaxed. It didn’t matter. She was back. Floating in the green in front of him, head to toe perfect. Everything would be  _ perfect _ .


	2. Found

**Notes for the Chapter:**

> Aah five hits already?? Whack as heck man. Thanks to all ya'll that have read and be prepared for another chapter. As for warnings, very, very mild ptsd? Situational anxiety might be a better way of putting it. If that bothers you please don't read, this is not for the very faint hearted. As for the rest of you only mildly faint hearted people, here we go!
> 
> Edit Nov 16 2020:  
> Hey y'all people... who might be reading... I set aside this story for a while because I didn't like how it was turning out, but I've figured out how to fix it! For that reason, I nuked chapters three and four, and rewrote this chapter. I'm going to go ahead and put up another reminder when I get the next chapter out in the next day or so. See y'all then!

Day Twenty-One 

Tony glanced around the hanger as he got on, pushing a button on the side of the wall to his right so the entrance ramp would close and cut off the too hot august night air. All that was left of the avengers were already there and waiting on him. Steve, Natasha, Clint, and Bruce. All of the original avengers. Wanda was off, living her own life with Vision. Rhodey had firmly requested a vacation and told him he should take one too. As to everyone else… who knew? He couldn’t blame everyone for wanting some time off after the fight on Titan. He was just glad they had managed to kill Thanos, the purple bastard. 

Even as Tony stepped towards the seats on either side of the walls Natasha was already heading towards the cockpit and everyone else was already sitting. Tony took a seat by Clint and across from Bruce who was intently writing in a notebook and ignoring them, and had just strapped in when the hanger began to take off. 

“Does everyone know the plan?” Steve asked, glancing over them as if doing a mental headcount. 

Tony rolled his eyes. “This isn’t kindergarten, cap. I think we can remember.”

Steve took a deep breath and looked like he wanted to say something, but didn’t. Things were still tense even if they had made up since the accords. Almost every time things got even close to boiling over Steve coped by letting things go.

“I have a question.”

“Not kindergarten, Clint. Don’t have to raise your hand.”

“Shut up, Stark,” Clint said casually, then turning back to Steve who he was sitting across from. “Do we really think it was a good idea to not take the spider kid with us? He did find the files with the hydra bases, and I feel like he’s the kind to find a way to get there himself.”

“There’s no way for him to,” Tony reminded them. “He doesn’t have the resources for that and he doesn’t know which base we’re going to first.”

“Uh-huh. And are we ever going to get to meet him outside of when he’s fighting with us?”

“Nope. You’re lucky to even know his identity.”

“I think it’s for the best,” Bruce finally piped up. “It’s not like he ever gets involved with the really big stuff anyways.”

“I agree with Bruce. I get wanting to keep superhero life and civilian life separate,” Steve admitted.

As Steve’s face got wistful Tony made a gagging noise. “Don’t get sappy.”

Steve sighed and looked away, causing Tony to roll his eyes. Some things never changed.

“Hey!” Natasha called from the cockpit. “Peter isn’t supposed to be coming along right?”

“Yeah? Why?” Tony called back quizzically, trying to fight the rising concern in his stomach.

Natasha appeared from the cockpit dragging a familiar red-and-blue figure after her. Tony immediately tried to stand up only to have the straps jerk him back down. “Peter? What the hell are you doing here? Didn’t I tell you to stay home?”

“He- Hey Mr. Stark.” Peter waved smally. “What’s up?”

“Kid, I-” Tony ran a hand over his face and then set to undoing his seat belts. The hanger was mostly steady anyways with the autopilot activated. “Why are you here?”

Natasha finally let go of him and Peter fiddled with his fingers. “Well, I kind of figured that since I found the files I should get to go on the mission. Hey, do you have autopilot on this thing? Well, obviously you do or Miss Natasha wouldn’t be out here, but how does it-?”

“Don’t try to change topics kid. And sit down and get buckled up. You could have been seriously injured getting thrown around if we had been doing evasive maneuvers.” Tony grabbed Peter’s shoulder nearest to him and guided him so he was sitting where he had been sitting previously. 

Peter protested even as he began buckling himself in, “But where are you-?”

“I’ll be fine,” Tony cut him. Glancing over his sunglasses he sternly lectured, “I told you to stay home and you should have stayed home. You already know that Hydra wanted you, why put yourself back-”

“Wait, Hydra wants him?” Steve inserted. 

Peter swung his head back around to look at Tony. “You didn’t tell them?”

“No, I was trying to… Gah.” Tony rubbed his forehead. “I was trying to protect you.”

“Tell us what?” Steve asked indignantly. “Tony, we agreed to start acting like a team again.”

“This is different,” Tony snapped. 

“It’s okay, Mr. Stark.” Peter slid his mask over his head so he could better see everyone. “A little over three weeks ago Hydra captured me. Mr. Stark was able to bring me back after just three days. I didn’t realize the rest of you didn’t know, I just assumed you were busy on missions and that’s why you didn’t stop by.”

Although Peter’s voice remained steady and strong he never looked up from his lap. 

“So they made it personal then,” Natasha said quietly, pushing her braided hair off her shoulder.

Clint grumbled, “You couldn’t have told us any sooner why you wanted to go so bad, Tony?”

“I didn’t think it was any of your business,” Tony snipped, leaning against the wall. Bruce remained silent during the entirety of the conversation and pretended to be raptly focused on his notebook.

Clint swung towards Bruce, eyes narrowed in suspicion. “Did you know about this? Since you’re a doctor.” 

“While- I- I-...”

“Moving on,” Steve cut in. “The plan will need to be adjusted if Peter is coming along.”

Steve tossed Peter a small smile. Peter didn’t know the other members of the avengers team that well, and they didn’t know him. To them he was the spider-kid that made Tony soft and, according to Clint when he was talking to Natasha and no one else could hear them, had puppy eyes that made anyone who saw him want to protect him. Steve was no exception, and when he looked at Peter he saw himself before the serum, and suddenly he understood everything Bucky had felt. 

Peter brightened. “So I’m still going to be allowed to go?”

Tony said no as Steve said yes. 

Tony swung back to face Steve. “What?”

“Tony, he has every right to want to help to destroy one of the bases. Can you blame him?” Steve crossed his arms.

“Please Mr. Stark?”

Tony bit his tongue as he looked at Peter’s excited face. “Fine. But _only_ if you agreed to stay with one of the others the whole time. I do not want you wandering off by yourself, got it?”

“You got it, Mr. Stark.” Peter attempted to put on his serious face, but it was difficult to prevent a smile. “I won’t let you down.”

“I know, kid.”

“Alright, with that settled, I think we should go over the revised plans. I already have a good idea of what we’ll do instead.”

As Steve launched into the plan Tony mostly tuned him out besides to note what mattered to him. Clint would be watching Peter, and they would take the less occupied side, but Peter would still get a bag in case he found something. No problem. He just had to hope it would be good enough.

\--------

“ _Sh-”_

“LANGUAGE! THERE IS A KID ON THE COMS BARTON.”

“I’m being shot at, Steve! I need backup, there’s too many.”

“That hall is supposed to be emp-”

“Peter? What about the kid?”

“-He’s fine Tony, I-” “-I’m fine Mr. Stark he-””-I’ve got him in a-” “-safe room-”

“One at a time I can’t-”

“It sounds like he’s fine Tony, we need everyone off the coms unless it’s essential. Clint, can you give me a more precise location?”

“It’s-”

Peter turned his com off, overwhelmed by the mix of voices, and if he suddenly broke down he did _not_ want them to hear him. He didn’t realize how overwhelming being back at a Hydra base would be.

Everything about the Hydra base made his heightened senses scream _“Get out!”_ The dark, metal wall and floor were downright depressing, and the room was chill to the touch. If it wasn’t for Karen in his ear keeping him updated on everyone else he might have actually had a breakdown. And the room, it was just so confining and-

_Thump._

“What was that?”

Peter’s head swiveled towards the door.

_Thump._

“What was what, Peter?”

“Karen, did you hear that? It sounds like a heartbeat.”

_Thump._

“I did not hear anything, Peter.”

“It’s coming from behind the door.”

_Thump._

Cautiously, Peter edged towards the door on the other side of the room. It was made of thick of sturdy metal, and was firmly locked with a rusty, old padlock. According to Clint, their information said this area was almost completely out of use. So what was causing it? Was there a soldier behind the door? If there was, there was only one of them. He could take on one soldier.

Peter gripped the edges of the door, prepared to force it open.

_Screeceeeeeh!_

The sound of the metal scraping on metal seemed to attack his ears. He slammed his hands over his ears, but dropped the door in the process. It slammed against the ground and Peter jumped in surprise. 

He forced himself to inhale deeply as he looked down at the door. “Shake it off, you’re fine, Peter. You’re fine.”

He felt less fine as he noticed a green glow drifting and pulsing out of the room. 

“How did I not see…?” Peter followed his gaze up as the green light began to pulse stronger. He forgot what he was talking about as he became enraptured. As if his feet were being drawn in by a magnet he slowly walked down the stairs leading into the room without realizing it, sucked in by the scene before him. 

In a dark, despairing room there were huge, clear tubes lined up and stretching off in either direction, all with liquid in them, but the ones closest to him were not glowing. He walked past them quietly, ear tuned to the sound of the heartbeat.

**_Thump._ **

**_Thump._ **

**_Thump._ **

The glow became brighter as he walked past empty tube after empty tube. He half wished he hadn’t kept looking when he found the source of the glow. In a test tube, midway in the room, was the source of the glow. A girl.

Well- she wasn’t the source of the light, but she was in the tube with it. Trapped in green goo, floating in a way Peter could only describe as _ethereal_ (MJ would be proud of him for that one). With the unnatural light framing her blonde hair that floated around her face and the hospital gown, it was hard to focus on taking in important details. The green glow cast a greenish tint on her fair skin, just like it did on his glove when he touched cold glass that seeped coldness through the fabric of his glove. She was maybe a year older than him. Too young to be facing the horrors of Hydra. 

Peter quickly tapped on his com. “Mr. Stark, I found-”

“Are you okay Pete? Holy-”

Peter could hear gunshots in the background of Mr. Stark’s line.

“Yeah, but-”

“Kid, if it isn’t an emergency I’ll have to get back to you, okay?”

“Well-”

“I’ll see you in just a bit!”

Peter glanced at the girl as he turned off his com. He couldn’t just leave her. Not when he could still hear her beating heart. Before he knew what he was doing had hit the red button on the side of the tube and was grabbing the files on the small table next to the tube and stuffing them in his bag.

“Authorization required.”

Peter winced at the loud announcement. “Crap, uh…” 

He glanced around, picking up the files on a table nearby. The table must have been occupied recently, as the chair was still pushed out and there was a half drank glass of water on the table. There probably wasn’t time to look through the files, so he quickly shoved them in his bag.

“Well, this is going to hurt,” Peter sighed before slamming his fist into the tube, shattering the glass and leaving long cuts in his hand. The blood dripped off his hand as green slime drained from the tube. The girl slid out with it in a mess of liquid as an alarm began blaring, and she was left on the floor, eyes still shut. The only sign she was alive was her chest rising sharply as she inhaled air before it began to fall normally. The alarm began blaring louder.

“WHO TRIPPED THE ALARM!”

Peter winced as Steve’s voice came through the coms. “Karen, mute volume for the coms.”

Peter gently reached through the goo and scooped her up and leaned her over his shoulder. She was light- too light. Too thin, too slender, as if she hadn’t ever eaten.

“Peter, Steve Rogers wants to speak to you.”

“Ah… They already figured it out huh? Mr. Stark is going to kill me. Put him through.”

“Peter- Peter are you there? Peter?”

“Yes, sir. Listen, I swear I had a good reason for doing it.” 

“Doing what? Peter, are you okay?”

“...Yeah, yeah I’m fine. Nothing happened.”

“Okay, well, we need you to meet us outside. If you go through the door behind you and then through that room you should be outside. Natasha will meet you there. We can’t get to you the other way because the alarm seemed to have triggered some new defense system around your area. _Only_ go out that exit. We need you to hurry, alright?”

“I’ll be there.”

Running on mostly instinct Peter left the room and stepped outside. If he had stopped to think about it, and to let it all sink in, he might have been surprised by how light outside it was. At some point it had passed from night to day. Natasha was indeed waiting just a few feet from the door with her hands wrapped around her gun. She startled when she saw him.

“Peter, what is that?”

Peter laughed awkwardly and rubbed the back of his neck with his hand. “Long story. The thing is-”

Natasha cut him off by holding up her hand. “We don’t have time for long stories right now. You can explain once we’re in the hanger.”

Turning on her heel, Natasha took off running (though Peter noticed she glanced behind her to make sure he was following) and Peter shifted to run with her, easily keeping up despite the load- though he was careful to make sure the mystery girl wasn’t jostled too much. Perhaps it was the adrenaline pumping through his system that made him barely notice that distance that would have at least made him tired even with the super endurance. He didn’t say anything, even as he walked onto the hanger and Natasha hurried past him towards the cockpit, yelling as she did, “Stark! We got a situation! I need you to deal with Peter while I take off.”

Tony hurried out of the cockpit even while calling back, “Why is he injured? Where are the others? I-”

Peter barely registered Tony coming to a shocked halt in front of him. Cautiously he closed the distance and asked slowly, “Peter, buddy, where did the girl come from?” 

Peter numbly slid the blonde off his shoulders and passed her to Tony, then taking his bag off and dropping it on the floor. 

“You know, Mr. Stark, maybe you were right about it being a bad idea for me to come. My head hurts and I- I- I’m a little freaked out.”

He slid to the ground, eyes sliding shut.

\-----------

When Peter woke up it was on the floor of the hanger with a very concerned Mr. Stark hovering over him. “Peter, Peter, can you hear me?”

“Yeah, I- ouch.” Peter slowly sat up, rubbing the back of his head. “What’s going on?”

Tony leaned back, resting on his haunches. “You had… a spurt of anxiety. Too much for your systems. Are you okay?”

Peter nodded rapidly, embarrassed. “I’m fine.”

“You sure?”

“I promise,” Peter swore, his brown eyes meeting Tony’s.

Tony exhaled. “If you’re sure kid. We were hoping you could fill us in on the rest of the details about your mystery girl.”

Peter shot up to his feet. “The girl- where is she?”

“Calm down, she’s over there.” Tony stood up and pointed to the seats where people were normally sitting, but instead there was a girl laying there and everyone standing around her. She was still dressed in the thin hospital gown and still seemed too small for her average height stature, but otherwise was fine. Peter let out a sigh of relief. “Now, do you care to tell us where in the world she came from, kid?”

“When I was waiting for Mr. Barton-”

“Clint.”

“-Mr. Clint to come back and I could hear a heartbeat. I walked out of the room to a connected room. There were all these huge tube things and she was just floating in one and I couldn’t leave her behind Mr. Stark.” Peter rubbed his arm, looking down. 

Tony took a deep breath, then another. He couldn’t expect that the kid would ever even come close to leaving behind another person in trouble. “Okay, well, Steve you’re the captain. What do we do now?”

Steve considered, glancing between The Girl and the rest of them, particularly Peter. “Let’s start by looking at the files and go from there.”

“Way ahead of you Cap.”

Natasha had already pulled out the files, discarded the bag, and was flipping through the files while sitting on the bench across from The Girl. “Her name is Gwendolyn, by the way. She’s a test tube child created by one Miles Warren, he started work on her five years ago, and was forming in a test tube for over a year but it looks like Hydra asked Miles to add more genetics recently based on Spider-Man. Blah, blah, blah, looks like they’re hoping she could be the next winter soldier.”

“Wait, Mr. Stark, do you think she’s supposed to be the weapon they were talking about?” Peter asked, glancing between Tony and The Girl.

“Weapon?” Steve turned away from The Girl to face him.

Peter swallowed, unprepared for all the attention and eyes suddenly on him. “When I was with Hydra they were talking about how they wanted to work on a new weapon and that I would have something to do with it. Maybe this is what they were talking about.”

“Could be,” Natasha muttered. Clint added on, “Either way, it’s going to be a lot of paperwork.”

Steve ran a hand through his hair. “Shoot, I wasn’t even thinking about that. Natasha, could you let SHIELD know?”

Natasha nodded and disappeared back into the cockpit, presumably because it would be quieter without everyone talking, passing the files to Steve on her way. Steve leaned against the wall as he began to flip through them. Peter twiddled his thumbs, unsure if he should remain quiet or not. Eventually he couldn’t help but blurt out, however, “Do you know if she’s supposed to be sleeping like this, or how long it’ll take her to wake up?”

“That’s what I’m looking for, son.” Steve thumbed through the papers. “It looks like she’s supposed to be asleep initially, but she’s supposed to wake up an hour to two hours after emerging. We better figure something out soon then.”

Tony shifted away from Peter so he was standing besides Gwendolyn . Peter glanced between him and the girl, trying to ignore the way Tony seemed to look at her, almost like he had at Peter in the beginning. Maybe it was just his imagination. “Like what? She may be a creation of hydra, but she’s also a teenage girl, sort of.”

“Sort of is the key word,” Bruce chimed in. Peter startled, having almost forgotten he was there.

Before anyone could say anything, Gwendolyn’s eyes opened, her blue ones locking onto Tony’s brown ones. 


	3. Plans

**Notes for the Chapter:**

> Bruh look at me updating on time.

_ This is not good for sure.  _

Tony could not put together a thought of what to do when it’s- her’s- Gwendolyn’s- whatevertheywerecallingit- eyes met his. His brows furrowed together and he opened his mouth to say something like he actually knew what to say and she mirrored him, blonde brows meeting and mouth opening. 

Then her eyes slid shut again.

Tony froze before taking a stumbling step back from where she was laying. He opened his mouth to say something, then closed it again before reopening it. “What just happened?” 

Natasha slid around from behind him, startling him. 

“Natasha? When did you get behind me?” Tony questioned, swiveling, his eyes catching on the  _ very _ big needle jutting up out of The Girl’s arm. Natasha reached in front of him and pulled it out. 

“Well, unlike the rest of you,  _ I _ was actually thinking ahead. I knew that since this was the first time it had ever been awake we had to be careful how we handled it when it was awake, and I didn’t think we were ready for that.” Natasha spun the needle around one finger before tossing it to him. Tony scrambled to catch it, ignoring the sound of Clint’s snicker (usually he was the one being thrown things so it was nice to see Nat abusing someone else for a change). “Throw that away, will you?” 

Tony inhaled deeply as to avoid doing something he would regret doing in front of Peter. He calmly opened the trash door built into the wall near the hanger door and disposed of it before returning to Peter as Natasha went back to the cockpit. 

“How you holding up, kid?”

Peter shrugged uneasily. “Fine. I think that- Do you think that I shouldn’t have grabbed her, since she could be the weapon and was created by Hydra?”

Tony looked down at Peter, startled. “Of course you should have. I knew we were freaked out at first, but it’s better for us to have the weapon then them. Besides, creation of Hydra or not, she didn’t choose to be that way.”

“Tony’s right, son,” Steve added, crossing to stand with them. “Technically she’s an innocent in all this.”

“And genetically she’s fascinating,” Bruce mumbled, making notes. “If I manage to get any samples before SHIELD takes over I bet I could learn a ton.”

“See? You made Bruce happy.” Tony clapped Peter on the shoulder. “Now, come sit down on one of these open seats and buckle up.”

Tony could tell Peter was reluctant to sit down, and he kept giving weird glances to Gwendolyn. 

_ Either this kid is dealing with some serious ‘I’m-Peter-Parker-and-I-Mess-Everything-Up Guilt’, or something else is going on. Either way I’d better nip this in the bud.  _

Tony sat next to Peter. “Really, Pete, you did the right thing. I know that at first you thought that she was just another girl captured by Hydra and now we know she isn’t, but that doesn’t mean it wasn’t a mistake to rescue her.”

“I did create a whole mess,” Peter said, rubbing the back of his neck. 

“Sure, for Fury,” Tony inserted. “Which is my favorite kind of mess. I wish I could see the look on his face when he finds out.”

“Plus, this is the first chance we’ve been actually able to sit down and meet you. If you hadn’t distracted Tony we probably wouldn’t be getting the chance to talk to you.” Peter looked up at Clint who was smiling.

“Eh!” Tony placed his body between Clint and Peter. “You are  _ not _ corrupting m- the child.”

Clint rolled his eyes. “I have kids of my own Tony. I know how to act around children.”

“I’m not really a child, actually,” Peter protested, trying to lean around Tony. 

“Fine, then I’m protecting the other child in the room, unconsciousness or not.”

Steve quietly piped up from where he was leaning against the wall, “To all intents and purposes, in development, physically she’s seventeen years old according to the file. How old are you, Peter? Sixteen, right? That would make her older than Peter.”

There was a pause, and Tony turned to look over his shoulder where he saw Peter nodding. Peter caught his eyes, then blushed as he remembered Steve couldn’t see him due to Tony being in the way. “Yes, sir. Mr. Stark would you be okay with..?”

Tony reluctantly moved so he was no longer blocking Peter from the view of the others.

“Seventeen is basically a child,” Tony disagreed, sitting down next to Peter. “When you get to be this old, anyways. Compared to Steve we’re all children, expect you, Pete. You’re practically an infant in Steve’s eyes.”

Steve sighed and shook his head, but wisely didn’t respond to that. “We should see if Natasha has heard back from SHIELD. I’ll be back in just a minute.”

Steve left the room. Clint glanced at the girl next to him. “What did Nat say her name was? Gw- it started with a G, didn’t it?”

“Gwendolyn,” Tony supplied.  
“Gwendolyn, right.” Clint pondered on her name for a minute. “Gwendolyn’s too long. Is there any way we could shorten that down?”

Tony cut him off. “Don’t go making nicknames for her. We all know nicknames are how you get attached.”

“Besides, SHIELD will be taking her away, right?” Peter asked. 

Tony shrugged. “Probably.”

“It doesn’t change the fact that her name is way too long for convenience.”

Tony threw his hands up in defeat. “Fine! Let’s just call her Gwen or something.”

“Gwen.” Clint glanced over the girl. “Alright, Gwen will work.”

Tony sighed and rubbed the bridge of his nose as Steve reentered. “I have some interesting news for you, Tony.”

Tony looked up at him. “Why is there only ever bad news for me?”

“I said inter-”

“Same difference.”

“Either way, Fury has put you in charge of her.”

Tony immediately jumped to his feet. “ _ Me _ ? Fury put me in charge of her? What does that even mean?”

Steve passed the Stark Tablet (SHIELD sometimes used to pass on information when it was specifically to the avengers since they were secure) to Tony. “I didn’t read all the way through it since I figured you would want to see it.”

Tony sat back down and quickly began to scroll through it, and pretended not to notice that Peter was reading over his shoulder. 

“Steve, this seriously can not be right. They want me to watch her and ‘raise her’ since I’ve got experience with other superhumans with spider powers?”

“Tony, the situation, to put it more politely than Fury, is extremely delicate. Yes, she’s a superhuman that Hydra created but she’s also…” Steve sighed. “She’s also a young girl and has a right to be treated humanely. If she was just some girl we had found without parents she would probably end up in foster care, but they can’t do that because she came from Hydra.”

“Sure they can,” Tony protested. “It’s SHIELD. They can do anything.”

“She’ll probably get passed around until she ends up in a lab. You have a stable income and family set up. You’re married and you and Pepper have been planning to have a family anyway.”

Tony’s eyes soften for a second. “We have been discussing it but-... Oh come on Steve! Even if I was put in charge of her that wouldn’t mean she was part of my family.”

Steve motioned towards Peter. “I think you’ve proven you can handle it.”

When Tony looked down at Peter he was grinning broadly, but smoothed his face out the moment he caught Tony’s eyes. 

“At the very least,” Steve persisted further, “You know more about Spider powers than anyone else besides Spider-Man, and we can’t ask a kid who isn’t under SHIELD to try to raise someone who is, at least when it comes to appearances, older than them and almost the same height. You can also ask Spider-Man about them at almost any time. You’re the best choice they have. The only other option is to hand her off to a couple of agents and have her spend her entire life sitting in a lab and stuck in some SHIELD building in the middle of nowhere.”

Tony hesitated. “What does Ross think?”

This time it was Steve’s turn to dither. “He doesn’t know yet.”

“He doesn’t know yet?” Tony spluttered. “What do you mean he doesn’t know yet?”

“Fury said he would take care of it. That’s all I know.”

Tony ran a hand over his face. “Fury really does like making my life miserable, doesn’t he?”

“If it’s any condolence, I’ll help you,” Peter offered.

Tony smiled at Peter’s offer. “Sounds good, kid. There’s a lot we have to do, and Pepper’s not here to help us since she’s still on that business trip. It’s unfortunate, really, because she’s the one who’s good at this. Once we get there we’ll need to set her up in a room somewhere with a bed because that knock-out stuff isn’t going to wear off anytime soon, then we’ll need to figure out how I’m going to- gah. It’s a good thing Pepper said I could call her.”

Tony really, seriously had no idea what he was going to do and could only hope that the time provided by Natasha’s needle would be enough.


	4. The Best Laid Plans of Tony Stark and Peter Parker

**Summary for the Chapter:**

> Tony's plans for new spider child do not go as planned.

**Notes for the Chapter:**

> Look at me updating consistently now that I've fixed the story whack man.  
> Also, comment let me know if I need to fix anything!  
> Warning: Mentions of a gun.

“Do you think we’ll get everyone to accept this one?” Tony questioned, rubbing his forehead. He had put forward several plans forward for The Girl’s bedroom, but kept getting them rejected. His first plan had been simple but classy, and Peter had taken one look at it before deciding it was not a room a teen would have. His second plan was more teen friendly and when he presented it to the Cap he was surprisingly in favor of it, but Natasha had barely glanced at it before announcing that The Girl was a weapon made by Hydra, definitely a potential danger, and needed a room designed to _contain_ her if something went wrong. (She also put a damper on the whole thing by reminding them they didn’t even know how sentient The Girl was and that she was not, in fact, just another teenage girl. For half a second Tony had been getting excited at the prospect of a kid around to help cheer things up, like Peter did.)

Peter shrugged. “It’s bigger than my room.”

Tony startled. “How did you find out I have an extra room for you at the tower?”

“You have an extra room for me at the tower?” Peter asked, turning to him with a sudden burst of energy.

“Oh- you meant-” Tony ran a hand through his hair. “Let’s pretend that didn’t happen okay, kid? Just for now. Well we try to figure out this.”

Tony roughly gestured to the room around them which he was _not_ pleased with. It had been hastily converted from a holding room in their floor of the tower into a bedroom, and, in his opinion, hardly qualified as a room at all, especially for a teenage girl. No, the only things that gave it any semblance of life were the large, cushy bed in the corner, and the lamp in the corner. There wasn’t even a real window, just reinforced one way glass in the back of the room, designed for observing criminals. He knew that technically they weren’t even sure if she _was_ sentient or was just a programmed flesh robot (which Tony reaallllyyyy hoped she wasn’t because that would be freaky and they would probably have to give her over to SHIELD for observation), but even then the room seemed depressing. Unfortunately, it wasn’t like he’d had time to spare in preparing the room in a way that met everyone’s demands and was pretty and kid friendly. Drugs wore off for The Girl as fast as they did for Peter, if not faster, so trying to keep her under had proven to be a challenge. But, finally, they had a space for her to wake up in.

In the end, they had decided as a group that he, Natasha, and Peter would be the only ones in the room when waking her up. Natasha was there because of her experience with Hydra, and Peter because they might need the help of another spider person. He, of course, was there because he was now in charge of her. Steve, Bruce, and Clint would watch from behind the two way glass.

“Now we just need to get her,” Peter piped up helpfully.

“Yep, now we just need to get her,” Tony sighed.

\-------

Steve helped carry Gwen in, taking her to the room where he gently laid her on the covers before clapping Tony on the shoulders, and promising to _always_ be available to help (Tony was starting to suspect the old man had a soft spot for kids [he was learning new things about Steve all the time and sometimes he had to wonder if Steve’s heart had to take some time to thaw as well or if that was all Barnes]). Natasha had casually strolled in, taking an unusually long study of the girl, and leaned against the far wall. Now that The Girl was on the bed she looked even smaller somehow, vulnerable, and with her hair spread out around her like a halo and pale skin she looked on the verge of death. And Tony had to figure out what to do with her and he really did not think he should be in charge of children. Especially not impressionable spider children. It was a miracle he hadn’t somehow messed Peter up. And what was he going to tell Pepper? 

He didn’t want to think about how that conversation was going to go.

Tony ran a hand over his face. “Okay, we’ve got the room. That’s one immediate problem solved. We’ve got one day delivery from amazon to drop off clothes. Hopefully some of them will fit. Immediate problem number two solved. The kitchen is stocked with food. That’s immediate problem number three solved. Next problem?”

“We have no idea what she’ll be like and how much Hydra programmed her?” Peter answered in his cheerful way.

“You are the lifter of moods, aren’t you kid?” Tony rubbed his face. “Well, we should have a few more minutes before she starts stirring.”

“You don’t,” Natasha said simply from where she was leaning against the wall on the opposite. Tony’s head immediately swung around to the bed where The Girl was stirring.

“Holy-” Although Tony tried to not curse in front of Peter he found a string of words falling from his lips. “She’s not supposed to wake up for another- Shoot.”

“Calm down, Tony. She’ll be easy for me to take down if she is a killing machine.”

Tony shot a death glare at Natasha before turning back to where The Girl was. Her eyelids squeezed together once, twice, and a third time before they opened. Tony felt his mouth become dry. What was he supposed to do?

Luckily, The Girl solved that problem for him.

With all the grace and control of a neatly programmed robot, The Girl sat up, her back perfectly straight, and stood. She kept her hands together behind her and her legs were shoulder length apart. Her face never changed. She didn’t take a step away from the bed, but Peter flinched back slightly. Tony reached out and squeezed Peter’s arm lightly to reassure him. The Girl’s eyes tracked this before looking straight ahead again.

“Crap, Nat, what do I say?” Tony asked as The Girl stared at him.

“I would start with her name or number.”

“Number?”

“File says they also called her 001.”

“Well, I’m not saying that. Gwendolyn?” Tony tried.

The Girl’s posture relaxed slightly and her focus snapped to him more intently. “Miles Warren. I am your creation, Gwendolyn Stacey. It is good to meet you.”

 _Miles Warren? Who was that again?_ Tony questioned to himself.

“I’m not Miles Warren actually, heard he’s pretty cool though,” Tony returned, acting more confident than he felt, like he always was. The Girl immediately removed what little relaxation there had been in her posture.

“What is your Hydra Operative code?” 

“Not a Hydra member either.”

“Understood. Since you are not a member of Hydra or Professor Warren you can not leave this room.” 

The Girl immediately shifted into an offensive stance.

_Crap!_ Tony was pushing Peter behind him before she could even finish speaking, and Natasha had her gun out and on the girl. “Don’t shoot!”

001 didn’t hesitate.

With the gracefulness of a dancer The Girl darted forward, dipping under Tony’s arm, and yanking Peter away from his safety. Her moments, before robotic, were suddenly clean and human like. That is- they would have been, if it wasn’t for her deadly accuracy. Peter was on the floor and under her before any of them could react, her knee moving swiftly towards his throat.

Tony lunged forward and pulled her off of him, but she immediately twisted and landed a punch to his jaw that sent him backwards. Natasha flashed forward past him, reaching for The Girl. 001 jumped back, giving Peter an opportunity to grab on to her leg and yank her off her feet. Tony would have thought that would slow her down a little.

She did a backwards handspring, yanking her foot out of Peter’s hand, and was back on her feet before anyone could react. _And_ she was holding a gun.

Tony snapped back to look at Natasha. Her holster was empty and Natasha looked surprised. Somehow when Natasha had lunged for her she had managed to jump out of the way and grab Nat’s gun. When Tony snapped back around to look at her, the gun was trained on his face.

Tony swallowed as she looked at him steadily as she pushed her bangs out of her face. For the first time, she didn’t react immediately.

_What is she waiting for?_

She looked between them, then began walking towards the door, wordlessly while keeping the gun pointed at his head. As she reached the door she kept her gaze on them, opening the door while keeping her eyes on Tony. Abruptly, her head snapped around. All Tony saw was the sudden flash of Cap’s shield smacking into her head before she crumpled to the floor.

_Breath. Breath. She’s been neutralized. Everyone is okay. Peter is-_

Tony scrambled to help Peter up. “Are you okay kiddo?”

Peter gulped in the air. “Yeah, yeah, I’m okay Mr. Stark. I was just surprised.”

Steve entered the room, picking up his shield. “So were the rest of us, son.”

“It was always a possibility,” Natasha returned as Clint pried her gun out of The Girl’s hand, holding her hand out to take it from Clint. Clint rolled his eyes before returning it.

“She just looks so… innocent,” Tony sighed, rubbing his jaw where she had hit it.

“Yeah, well, some creepy fu-” Natasha paused as she remembered Peter was in the room. “It was originally just a seventeen year old girl grown in a test tube by an old professor before Hydra asked for it. I don’t know why we’re surprised by its innocent, youthful appearance.”

Steve grimaced. “That’s one way of putting it.”

“Nat’s right. As much as Gwen may look like a child, she isn’t,” Bruce sighed as he entered the room, writing in a notebook.

“She’s still just a kid,” Tony protested.  
“No it isn’t,” Natasha said firmly. “It’s a weapon. I don’t like saying that anymore than anyone else here, but it is. There may be some hope of reforming it, but I wouldn’t hold your breath.”

Peter voiced the question they were all thinking. “So what do we do?”


	5. Chapter 5

**Notes for the Chapter:**

> Warnings- mentions of implied child abuse.

Gwendolyn had been out of her test tube, but never before had she been _alone_ , much less in control of herself and what choices she should make. Sure, her family made her hurt, but at least they were there.

When Gwendolyn woke up alone the second time, all she knew was that Hydra and Miles Warren were the only ones that were trustworthy, and if she woke up around someone else she was to kill them. She had been given the knowledge as to how to do that. The first problem was that the people she woke up to were strong. She was stronger, but taking on three strong people at once while still adjusting to her new update was a challenge she hadn’t been prepared for. The second problem was Brown-Eyes.

The first time she had woken up alone, all she had seen were brown eyes, and Gwendolyn knew that she was supposed to trust the first person she met after her third update without doubt of any kind. Except, Miles Warren, her creator, was supposed to be the first person she met. Brown-Eyes said that he wasn’t Miles Warren, even though no one besides Mile Warren was supposed to call her Gwendolyn. This created a conflict that had led to her almost killing Brown-Eyes, but not in the end.

The third time she woke up alone, she was cold, and hungry. She was almost always hungry in her waking hours, however, so it didn’t bother her too much. Opening her eyes again revealed that she was in a different room than before. This one was all metal, and darker. There were no strange comforts. The only light came from the flickering fluorescent bulbs above her. She was sitting in a cold metal chair, and handcuffed tightly to it. The handcuffs wouldn’t budge, and neither would the heavy metal table in front of her. She was confused and unsure. Nothing seemed to make sense with the information she already knew. More so, she was lonesome. She was supposed to finally wake up to someone who cared about her, and instead she had woken up and already needed to fight. 

Her time of being awake passed slowly. She counted. First an hour, then two.

 _I wonder if anyone will come. I wonder if Professor Warren will find me. I wonder if anyone is watching through the two way glass in front of me._ Gwendolyn closed her eyes and focused intently on what she could hear. She could hear several heartbeats on the other side of the glass, and footsteps approaching. And she could smell something good. 

The door to the room, also made of thick sturdy metal, swung open, creaking horrendously as it did. 

_Brown-Eyes._ Gwendolyn felt reassured upon seeing him. After all, she had immediately imprinted on him, whether or not she knew. The plate of food in his hand didn't hurt. 

"You hungry, blondie?" Brown-Eyes sat on the chair behind him and sat the plate of food on the table. He fiddled with his watch after sitting. Gwendolyn stared at him blankly. 

_Who is he talking to? There's no one else in here._

"Hello?" Tony waved his hand in front of her face. "You'd turn off after murder mode? Brucie said that Cap didn't do any permanent brain damage."

_Ah, he was talking to me._

"You referred to me by an incorrect name,” Gwendolyn corrected. “My name is 001, or Gwendolyn Stacey. I do not know what the rest means.”

“It was a nickname, kiddo.” Tony rubbed the bruising on his jaw absentmindedly.

“Did I do that?” Gwendolyn asked curiously.

“Do what?” Tony asked, turning his gaze back to her.

“The bruising on your jaw.”

Tony burst into laughter, causing Gwendolyn to jump. The noise was unfamiliar. Knowing what something was apparently didn’t always prepare one to experience it. “That was you, kiddo.”

_That’s a relief. I wasn’t sure if I had accidentally broken his jaw or not._

“What really interests me,” Tony continued, picking up the fork beside the plate, “is that you haven’t tried to kill me.”

“I can’t. I am restrained.”

“So you would try to kill me if you weren’t restrained?” Brown-Eyes asked, picking at the food. _Pancakes._

Gwendolyn hesitated. A heartbeat behind the glass sped up. “No.”

“Why not? You didn’t have a problem with it before.”

“I am supposed to kill anyone who wakes me initially besides Professor Warren or a Hydra operative. It is no longer the initial time,” Gwendolyn rationalized.

“Is that so? No other reason?”

_According to all my training I should not trust him._

“How about this? I uncuff one of your hands so you can eat, and you explain without trying to kill me. Deal?”

She promptly nodded. “Deal.”

“No monkey business.”

“I am not a monkey.”

“No, it means no messing around. Just, be on good behavior.”

“No monkey business then.”

_Hydra has trained me how to do that._

Gwendolyn held perfectly still as he unlocked one of the handcuffs, his warm skin brushing against her cold skin. True to her word, she didn’t try anything as he backed away. He held the plastic fork out to her. “Dig in Gwenie.”

Gwendolyn snatched the fork out of his hand before he could change his mind and began eating. Food- what a completely different experience. No given memory could have prepared her for how good it felt to fill her stomach. _This is the best I’ve ever been treated in my whole existence._

“Slow down,” Brown-Eyes cautioned. “You’ll make your stomach upset.”

Gwendolyn forced herself to slow at his command. It was time to fulfill her side of the deal. “I did not try to kill you because I am confused.”

“Confused?” Brown-Eyes seemed to study her intensely over his sunglasses. “Care to elaborate?”

“Nothing is going as it should.” Gwendolyn relaxed as the food hit her stomach and the ache of the hunger faded slightly. “I was supposed to be greeted by Professor Warren. I am also supposed to trust whoever I woke up to instinctively. This should have been Professor Warren, but it was you. So I had to kill you, but I couldn’t.”

“Couldn’t?”

“You are in control of me now. I did not have time to process that before and had to react quickly. Now I have had time to think.”

Brown-Eyes quickly shook his head. “Whoa, whoa, I’m not in control of you. I am in _charge_ of you, but not in control.”

“That is incorrect,” Gwendolyn stated simply as she finished wolfing down her food. Finally eating and ending that ache was a new feeling, a good feeling. Hydra never fed her when she was awake. Yes, now that Brown-Eyes had fed her she could say without a doubt she trusted him more than she had ever trusted the Hydra agents, who had never made a sympathy bid.

“It is _not_ -” Brown-Eyes jumped as there was a knock on the two way glass. He turned and glared at the unseen person before turning back to Gwendolyn. “We’ll come back to that. Tell me, kiddo, who are you?”

Gwendolyn listened to the hearts beating on the other side of the glass. She trusted Brown-Eyes. Not them. She wanted them to know she wouldn’t harm Brown-Eyes, but that was as far as it went. “I won’t answer while they’re listening.”

“Why not?” Brown-Eyes asked cautiously.

“I’m supposed to trust _you_.”

“How do you know that I’m any more trustworthy than them?”

“You just are,” Gwendolyn answered stubbornly.

“Fine,” Brown-Eyes agreed. “I’ll talk to them, but you have to be cuffed again.”

Since Gwendolyn had already wolfed down the food this was no great sacrifice. She sat perfectly still as the cuff on her right hand was put back into place and Brown-Eyes left the room. She listened as his footsteps left the room descended up the hall and into the room behind the two way glass. There was a muted discussion, then she listened as several people’s footsteps faded from hearing and one set of footsteps came back towards her.

“Ready to talk?” Brown-Eyes asked. She shook her head.

“The security camera in the corner.”

Brown-Eyes raised one eyebrow. “You’re really pushing it.”

 _Is he going to punish me?_ Gwendolyn refused to cringe back, but she did stop talking, staring silently ahead. Brown-Eyes observed her silently for a few seconds.

“Fine, you win.” Gwendolyn didn’t let her shoulders relax and she kept her eyes on him as he walked over to the security camera with his chair. _It could be a trick._ She watched as he stood on his chair to reach the security camera and pulled it down before dragging his chair back over to the table. The sound of the chair dragging on the floor was painful to her ears, but again she refused to wince or show pain. Brown-Eyes manually turned the camera off and sat it on the floor. “Good enough?”

Gwendolyn nodded. 

“Good.” Brown-Eyes settled back in his chair. “Now, what do you call yourself?”

This was not the question Gwendolyn had expected. Her head tilted slightly. “Call myself?”

“Yeah, you go by Gwendolyn, Gwen, Gwenie?” Gwendolyn watched as Brown-Eyes fiddled with the ring on his finger.

“I am called 001 by Hydra operatives. Professor Warren calls me Gwendolyn Stacey.”

“Gwendolyn Stacey is too long. How about Gwen?”

“Whatever you would prefer, sir,” Gwen agreed.

“My name is Tony Stark. Call me whatever you want. You ever been awake before I got you?”

 _Tony Stark?_ Gwen straightened. _The same Tony Stark as Iron Man? I was told not to trust the superheroes in America. He’s one of them. Can I still trust him?_

“Gwen?” Tony prompted. “You still there?”

_He fed me, and I didn’t taste drugs or poison in the food. And Hydra was the one that told me to never trust the heroes. Professor Warren never said to. But what if Professor Warren doesn’t trust them either, and I just didn’t know?_

“Gwen?” Tony repeated, snapping a few times.

“Yes sir. Sorry, sir. I got to thinking, as I know I am not to.” She had just never been in such an ambiguous situation before. “I will gratefully accept any punishment necessary.”

“Punishment?” Tony repeated, tone tense, and his body drawn together. “I’m not going to punish you, you just need to answer the question.”

_I must have said the wrong thing. Maybe he’s waiting until after the questions to punish me, so I can finish answering._

“Yes. I have been awake after my first two updates. This is my first time being awake after my third update.”

“Update?”

"Yes."

"Care to explain?" Mr. Stark asked.

Gwen hesitated. If the Hydra agents knew what she was saying, she would be beaten close to death. That information, her dna, was supposed to be top secret. But she was also supposed to be _finally_ talking to Professor Warren by now. And when she was with Hydra all she ever did was hurt and they never let her see Professor Warren. She had no reason to be loyal to them when she was truly only loyal to Professor Warren. "Only if you agree to my term."

"Another condition?" Tony sighed, but his eyes were still sharp and focused on her. "I'll consider it. What is it?"

"You protect me from Hydra." 

Gwen knew she had his full attention with that. "Kiddo, if you thought we had any plans of giving you back to Hydra you're wrong."

"You also must _not_ harm Professor Warren. Not you or any of your people."

"Why?"

Gwen watched as he crossed his legs and became more closed off. "Because he's a good person. He is the _best_ person. I won't do anything you ask unless you promise to not hurt him."

"I thought you had to follow me no matter what?" 

Gwen hesitated. "I have been trained that way, yes. But, I must protect Professor Warren. I will not say anything else on it."

Mr. Stark studied her for several long seconds. "I won't hurt him, and neither will anyone on my team. Scouts honor."

In that moment Gwen could've completely relaxed if it wasn't for the fact that the gnawing in her stomach had returned. Her advanced metabolism made the two pancakes she'd had do little.

"Now, explain this thing about updates."

"I was created initially to match normal human DNA as much as possible. However, Hydra required Professor Warren to add three categories of things which were done in three updates to avoid overwhelming my system and give me a chance to adjust. The first stage added strength and other superhuman abilities. The second stage was the ability to endure almost any condition that could be put upon me. The final stage was to have powers like the spider creature. All information on these updates were to be kept completely private and off the records."

As Gwen spoke, Mr. Stark listened intently. She was surprised he didn't try to write it down. "So you've been awake after every update, and were stuck back in your tube afterwards?" 

"Yes sir." 

"What did Hydra have you do in the time you were awake?" 

"Training, sir." 

"Specifically?" 

Gwen shifted uncomfortably in her chair and dropped her gaze. Since he was her superior and she had no real reason not to tell him, she had to. "Sir, they-" Gwen swallowed uncomfortably.

"You don't have to tell me," Mr. Stark said suddenly. Startled, Gwen looked up at him.

"Sir, I am to follow what you want so I-"

"No, really, don't tell me." 

Gwen didn't understand why he was letting her off the hook, but she was grateful for it. Even living in a Hydra base she could tell what they were doing to her wasn't normal by the way they treated everyone else differently, and more respectfully. 

"That's all the questions I need to ask for now kiddo. We can get you out of this room as long as you pinky promise not to attack anyone or spy for Hydra." 

Gwen looked at his outstretched pinky. "I am not familiar with pinky promises, sir."

Tony sighed and ran his hand over his face. "You couldn't do it anyways, because your hands are cuffed. Promise to be well behaved?"

"Yes Sir," Gwen responded promptly.

"Good. Let's get you out of here."

**Notes for the Chapter:**

> Thanks for reading! Since December is upon us and I have to go to a wedding (with Covid safety guards, have no fear) I'll probably switch to updating bi/tri weekly for this month, or have shorter chapters. If I have updated, what are you doing here?? Go read the next chapter!!


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